false
2026-02-25
0001346022
Enertopia Corporation
0001346022
2026-02-25
2026-02-25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 25, 2026
ENERTOPIA CORP.
(Exact name of registrant as specified in its charter)
|
Nevada
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000-51866
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20-1970188
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| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
#100, 740 McCurdy Road
Kelowna, British Columbia, Canada
V1X 2P7
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (250) 870-2219
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
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Trading Symbols |
|
Name of each exchange on which registered |
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Common Shares
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ENRT
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OTC Markets |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities
On February 25, 2026, the Company granted 100,000 stock options pursuant to its stock option plan to the party named below at an exercise price of US$0.135, vesting immediately and expiring on February 24, 2029:
| Name of Optionee |
Amount of Stock Options Granted |
| John Thomas |
100,000 |
The securities referred to herein will not be or have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Item 7.01 Regulation FD Disclosure
On February 25, 2026, Enertopia Corp. ("Enertopia" or the "Company") issued a news release providing grant of stock options attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
| 99.1 |
Press Release dated February 25, 2026 |
| 99.2 |
Material Change Report dated February 25, 2026 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENERTOPIA CORP. |
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|
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| "Robert McAllister" |
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| Robert McAllister |
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| President and Director |
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February 25, 2026
Exhibit 99.1
Enertopia Announces Key Technical Consultant
Kelowna, British Columbia--(Newsfile Corp. - February 25, 2026) - Enertopia Corporation (OTCQB: ENRT) (CSE: ENRT) ("Enertopia'' or the "Company") announces corporate update.
The Company is pleased to report that Dr. John Thomas has joined Enertopia's consulting team.
Dr. Thomas has been directly involved with the following projects in various capacities (technical advisor, VP of projects, or executive leadership):
● Atlantic Gold Project (Touquoy Mine), Nova Scotia: Served as Vice President of Projects. He was instrumental in the commissioning of the Touquoy mine, overseeing the construction of the process plant, open pit, and tailings management facility leading up to commercial production in 2018.
● Enchi Gold Project, Ghana: Served as a Technical Advisor for Newcore Gold (formerly Pinecrest Resources), contributing to the development and resource expansion of this project.
● Blackwater Gold Mine, British Columbia: Contributed as a "Qualified Person" (QP) for technical reports regarding expansion studies for Artemis Gold.
Dr. Thomas is currently working on the high-grade underground gold & silver project in Peru operated by PPX Mining Corp. where he was the interim CEO for three years, and is now the current COO as the new plant is being constructed and commissioned over the coming months.
Dr. Thomas is a professional engineer, and holds a B.Sc., an M.Sc, and a Ph.D. in chemical engineering from the University of Manchester in the United Kingdom. He also received a diploma in accounting and finance from the U.K. Association of Certified Accountants. He has 38 years of experience in the mining industry, including both base metal and precious metal projects in several countries including Brazil, Canada, Costa Rica, Russia, Venezuela, and Zambia. His experience covers a wide range of activities in the mining industry from process development, management of feasibility studies, engineering and management of construction, and operation of mines.
Dr. Thomas is recognized as a Qualified Person (QP) under National Instrument 43-101 standards. His expertise specifically covers:
● Process Development: Designing Carbon-in-Leach (CIL) and other mineral processing circuits.
● Project Management: Moving junior mining projects through the feasibility and construction stages into active production.
● Operational Management: Managing mine sites and technical teams, particularly in the precious metals sector.
Dr. Thomas has been granted 100,000 stock options valid for 3 years from the time of grant.
"I am extremely happy to be working with John once again. After reviewing hundreds of projects around the world we are excited to see what his sharp eye sees with the possibilities we have assembled and to see which projects could make it to the probability table for future success."
"The Company looks forward to our next steps and will provide updates once any agreements have been completed," stated CEO Robert McAllister.
About Enertopia Corp.
Enertopia Corp. defines itself as an Energy Solutions Company focused on modern technology through a combination of our intellectual property patents in green technologies to build shareholder value.
For further information, please contact:
Enertopia Corporation
Robert McAllister, CEO
Tel: 1-888-ENRT201
www.enertopia.com
This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements which are not historical facts are forward-looking statements. The Company makes forward-looking public statements concerning its expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, potential and financing of its, mining projects, 3rd party lithium technology, competitive positions, growth opportunities, plans and objectives of management for future operations, including statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions that are forward-looking statements. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements., foreign exchange and other financial markets; changes of the interest rates on borrowings; hedging activities; changes in commodity prices; changes in the investments and expenditure levels; litigation; legislation; environmental, judicial, regulatory, political and competitive developments in areas in which Enertopia Corporation operates. There can be no assurance that the current patented or patent pending technology being used or developed will be economic or have any positive impact on Enertopia. There can be no assurance that any mineral project if acquired will be economic or have any positive impact on Enertopia. The User should refer to the risk disclosures set out in the periodic reports and other disclosure documents filed by Enertopia Corporation from time to time with regulatory authorities.
Neither the OTC Markets and the CSE Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined, in the policies of the CSE Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
FORM 51-102F3
Material Change Report
ITEM 1. Name and Address of Company
Enertopia Corp. (the "Company" or "Enertopia")
100 470 McCurdy Road,
Kelowna, BC V1X 2P7
ITEM 2. Date of Material Change
February 25, 2026
ITEM 3. News Release
The Company disseminated a news release on February 25, 2026. The Company announced the material change by filing a Form 8-K with the Securities and Exchange Commission.
ITEM 4. Summary of Material Change
On February 25, 2026, the Company provided an update on appointment of Technical Advisor and grant of stock options. See further details in the Company's news release dated February 25, 2026.
ITEM 5. Full Description of Material Change
5.1 Full Description of Material Change
See attached Form 8-K with exhibit attached.
5.2 Disclosure for Restructuring Transactions
Not Applicable
ITEM 6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not Applicable
ITEM 7. Omitted Information
No material information has been omitted.
ITEM 8. Executive Officer
Additional information respecting the Company or the material changes disclosed under this form may be obtained by contacting Robert McAllister, CEO and President of the Company, at (250) 870-2219.
ITEM 9. Date of Report
Dated February 25, 2026
